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administrative proceedings or litigation arising out of the performance of this CONTRACT; or (2) costs and expenses of this CONTRACT to which GIOC or any other governmental agency takes exception, shall be retained until final resolution or disposition of such appeals, litigation, claims, or exceptions. (c) Liability. SAOS shall pay to GIOC the full amount of GIOC's liability to the State or Federal government or any agency thereof resulting from any disallowance or other audit exceptions to the extent that such liability is attributable to SAOS's failure to perform under this CONTRACT. 1.15 Breach of Contract. The failure of SAOS to comply with any of the provisions, covenants or conditions of this CONTRACT shall be a material breach of this CONTRACT. In such event GIOC may, and in addition to any other remedies available at law, in equity, or otherwise specified in this CONTRACT: (a) Notwithstanding Paragraph 1.16(b) below, terminate the CONTRACT immediately, pursuant to Paragraph 3.11 herein; (b) If GIOC does not terminate the CONTRACT immediately as set forth in Paragraph 1.16(a), afford SAOS written notice of the breach and ten calendar days or such shorter time that may be specified in this CONTRACT within which to cure the breach; (c) Discontinue payment to SAOS for and during the period in which SAOS is in breach; and (d) Offset against any monies billed by SAOS but yet unpaid by GIOC those monies disallowed pursuant to the above. 1.16 Conditions Affecting Work. SAOS shall be responsible for taking all steps reasonably necessary, to ascertain the nature and location of the work to be performed under this CONTRACT; and to know the general conditions which can affect the work or the cost thereof. Any failure by SAOS to do so will not relieve SAOS from responsibility for successfully performing the work without additional cost to GIOC. GIOC assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this CONTRACT, unless such understanding or representations by GIOC are expressly stated in this CONTRACT. 1.17 Conflict of Interest — SAOS's Personnel. SAOS shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of GIOC. This obligation shall apply to SAOS; SAOS's employees, agents, and relatives; sub -tier SAOSs; and third parties associated with accomplishing work and services hereunder. SAOS's efforts shall include, but not be limited to, establishing precautions to prevent its employees or agents from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influence individuals to act contrary to the best interests of GIOC. 2807/099999 2489 11276904.2 a10/31/19 'S'